THE COMPANIES ORDINANCE, 1984
(COMPANY LIMITED BY SHARES)
Memorandum of Association
of
ABC SPORTS GOODS (PRIVATE) LIMITED
I.
The name of the Company is ABC Sports Goods (Private) Limited.
II.
The Registered Office of the Company will be situated in Islamabad Capital
Territory/in the Province of Punjab/Baluchistan/Sindh/N.W.F.P.
III.
The objects for which the Company is established are all or any of the following:
1.
To manufacture, buy, sell, import, export and deal in all kinds of hockey sticks,
cricket bats, walking sticks, skating sticks, cricket wickets, foot balls (soccer balls),
volley balls, basket balls, net balls, hand balls, rugby balls, hockey & cricket balls, tennis
and badminton balls, squash and all other kinds of balls made of leather, rubber and any
other material and tennis rackets, badminton rackets, squash rackets and cotton gloves,
working gloves, boxing gloves, ice hockey gloves, baseball gloves, goalkeeper gloves,
ski gloves, punching gloves, wicket keeper gloves, batting gloves, leg guards, head
guards, knee caps, anklets, vests, golf gloves and other sports related products.
2.
To establish, run and operate tailoring, knitting and stitching plants for the
manufacturing of all types of sports wears including but not limited to sport suits, leather
products, leather dresses, leather coats, leather furs, leather gloves, leather belts, leather
shirts, bags, saddles, sports shoes, judo karate suites, and martial art accessories, leather
jackets, leather trousers, brief cases, suitcases and all kinds of sports products whether
made of leather, cotton, polyester, nylon or any kind of material.
3.
To carry on the business of general order suppliers including Government, Semi
Government agencies and to act as commission agents, indenters, traders, general
merchants, wholesaler, retailers, dealers, distributer, stockiest of the above mentioned
goods and articles and any other kind of sports goods.
4.
And for the purpose of achieving the above objects, the company is authorized:-
(1)
To transact such other business as may be proper, necessary and desirable
for or in connection with the objects of the Company or any of them.
(2)
To import, buy, own, install or otherwise procure plants, machineries and
other equipments and machine parts in the Company’s workshop or to
take on rent plants, machineries and other equipments for the purposes for
which the Company is established and/or to dispose off such plants,
machineries and spare parts which have become obsolete or worn out.
(3)
To acquire and undertake the whole or any part of the business, property
and liabilities of any person or company carrying on any business which
the Company is authorized to carry on, or possessed of property suitable
for the purposes of the Company.
(4)
To train personnel and workers, both in Pakistan and abroad, to obtain
technical proficiency in various specialties connected with the objects of
the company or any of them.
(5)
To apply for, purchase or otherwise acquire any patents, brevits invention,
licenses, concessions, and the like, conferring any exclusive or nonexclusive or limited right to use, or any secret or other information as to
any invention which may seem capable of being used for any of the
purposes of the Company or the acquisition of which may seem calculated
directly or indirectly to benefit the Company, and to use, exercise,
develop, or grant licenses in respect of, or otherwise turn to account the
property, rights or information so acquired.
(6)
To enter into partnership or into any arrangement for sharing profits, union
of interest, co-operation, joint venture or reciprocal concession, with any
person or company, local or foreign, carrying on or engaged in any
business or transaction which this Company is authorized to carry on or be
engaged in, or otherwise assist any such person or company, and to take or
otherwise acquire shares and securities of any such company, and to sell,
hold, re-issue with or without guarantee, or otherwise deal with the same,
except doing business as an investment company.
(7)
To take, or otherwise acquire, and hold shares in any other company,
having objects altogether or in part similar to those of this Company, or
carrying on any business capable of being conducted so as directly or
indirectly to benefit this Company, but not to act as an investment
company.
(8)
To enter into arrangement with any Government or authorities, supreme,
national, municipal, local, railway, or otherwise, public or quasi-public
bodies, or with any other persons, in any place where the Company may
have interest that may seem conducive to the objects of the Company or
any of them and to obtain from any such Government, authorities or
persons any rights, privileges and concessions which the Company may
think fit to obtain, and to carry out, exercise and comply with any such
arrangements, rights, privileges and concessions.
(9)
To establish and support or aid in the establishment and support of
associations, institutions, funds, and conveniences calculated to benefit
employees of the Company or the dependants or connections of such
persons, and to grant pensions and allowances, and to make payments
towards their insurance.
(10)
To amalgamate with any other company whose objects are and/or include
objects similar to those of this Company, whether by sale or purchase (for
fully or partly paid-up shares or otherwise) of the undertakings, subject to
the liabilities of this or any such other company as aforesaid, with or
without winding up or by sale or purchase (for fully or partly paid-up
shares or otherwise) of all or a controlling interest in the shares or stock of
this or any such other company as aforesaid, or by partnership, or any
arrangement of the nature of partnership, or in any other manner.
(11)
To sell or dispose of the undertaking of the Company or any part thereof
for such consideration as the Company may think fit and, in particular, for
shares, debentures or securities of any other company having objects
altogether or in part similar to those of this Company.
(12)
To purchase, take on lease or in exchange, hire or otherwise acquire, any
movable or immovable property, and any rights or privileges which the
Company may think necessary or convenient for the purpose of its
business and, in particular, any land, buildings, easement, machinery,
plant and stock-in-trade.
(13)
To construct, maintain, improve, manage, carry out, control or develop
and alter any buildings or works, manufactories, warehouses, shops,
stores, necessary or convenient for the purposes of the Company.
(14)
To sell, improve, manage, develop, exchange, lease, mortgage,
enfranchise, dispose of, turn to account, or otherwise deal with, all or any
parts of the property and rights of the Company.
(15)
To invest the money of the Company, not immediately required, in such
manner as may from time to time be determined, but not to act as an
investment, finance, or banking company.
(16)
To advance money to such persons or companies and on such terms as
may seem expedient and, in particular, to customers and others having
dealings with the Company, but not to act as an investment, finance, or
banking Company.
(17)
To borrow or raise funds by means of loans or secure the payment of
money from shareholders, directors, commercial banks and government
approved agencies in such manner as the Company shall think fit for its
manufacturing, trading and allied business and, in particular, by the issue
of debentures or debenture-stock, perpetual or otherwise, charged upon all
or any of the Company’s property and other assets, both present and
future, including its uncalled capital, and to purchase, redeem, or pay any
such securities, but not to act as an investment, finance, or banking
company.
(18)
To guarantee the performance of contracts, agreements, obligations or
discharge of any debt of the company or on behalf of any company or
person in relation to the payment of any financial facility including but not
limited to loan, advance, letter of credit or other obligations through
creation of all types of mortgages, charges, pledges, hypothecation, on
execution of the usual banking documents/instruments or otherwise
encumbrance on any or all of the movable and immovable properties of
the company, either present or future or both and issuance of any other
securities or sureties by any other means in favour of banks, Non-Banking
Finance Companies or any financial institutions and to borrow money for
purposes of the company on such terms and conditions as may be
considered proper.
(19)
To open, close and operate banking accounts of the Company with any
banker.
(20)
To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, bills of lading, warrants, debentures and other
negotiable or transferable instruments, but not to act as an investment or
banking company.
(21)
To adopt such means of making known the products of the Company as
may seem expedient, including, in particular, by advertisement in the
press, circulars, purchase and exhibition of works of art or interests,
publication of books and periodicals, and grant of prizes, rewards and
donations.
(22)
To subscribe or contribute or otherwise to assist or to guarantee money to
charitable, benevolent, religious, scientific, technical, national, public, or
any other institutions, for its objects or purposes or for any exhibition.
(23)
To apply for and obtain any provisional order or Act of legislature or any
consents, permissions and licenses from the Government, central or
provincial, and any agencies of the Government for enabling the Company
to carry on any of its objects into effect, or for effecting any modification
of the Company’s constitution, or for any other purpose which may seem
expedient, and to oppose any proceeding or application which may seem
calculated, directly or indirectly, to prejudice the Company’s interests.
(24)
To sell any patent rights or privileges belonging to the Company or which
may be acquired by it, or any interest in the same, and to grant licenses for
the use and practice of the same or any of them and to let or allow to be
used or otherwise deal with any inventions, patents or privileges in which
the Company may be interested, and to do all such acts and things as may
be deemed expedient for turning to account any inventions, patents and
privileges in which the Company may be interested.
(25)
To expend money on experimenting upon and testing and improving or
securing any process or processes’ patent, or protecting any invention or
inventions which the Company may acquire or propose to acquire or deal
with.
(26)
To distribute among the members of the Company, in kind or otherwise,
any property of the Company and, in particular, any shares, debentures or
securities of other companies belonging to this Company, or of which this
Company may have the power of disposing.
(27)
To create any reserve fund, sinking fund, insurance fund or any other
special fund, whether for depreciation or for repairing, insuring,
improving, extending or maintaining any of the property of the Company
or for any other purpose conducive to the interests of the Company.
5)
Notwithstanding any thing stated in any object clause the company shall obtain
such other approval or license from competent authority as may be required under
any law for the time being in force to undertake a particular business.
6)
It is decaled that notwithstanding anything contained in the foregoing object
clauses of this Memorandum of Association nothing contained therein shall be
construed as empowering the Company to undertake or to indulge in business of
banking company, leasing, and investment, managing agency or insurance
business directly or indirectly as restricted under the law or any unlawful
operation. The Company shall not launch multi-level marketing (MLM), Pyramid
and Ponzi Schemes.
IV.
The liability of the members is limited.
V.
The Authorized Share Capital of the Company is Rs. 1,000,000/- divided into
100,000 ordinary shares of Rs. 10 each with the rights, privileges and conditions
attached thereto, with power to increase and reduce the capital of the Company
and to divide the shares in the capital for the time being into several classes and
attach thereto respectively, subject to the provisions of the Ordinance, such
preferential, deferred, qualified, or special rights, privileges or conditions and to
vary, modify or abrogate any such rights, privileges, or conditions in such manner
as may for the time being be provided by the regulations of the Company.
We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this
memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our
respective names.
Father’s/
Nationality(ies)
(in case of
Husband’s
with any former
address
(present &
foreigner,
Name in full
Nationality
full
former) in
Passport
full
No.)
S.
Name and
NIC
No.
Surname
(in
No.
Occupation
Residential
Number of
in
Signatures
shares taken
by
each
subscriber
Block
Letters)
1
AB
12354-
Gh
Pakistani
1456877-1
Trading
Street
business
No.
---,
10
-------
20
------------
5
------------
----,
Sadaf
colony,
Islamabad
2
CD
25814-
IJ
Pakistani
1456879-2
Import
and
export
of
sports goods
Street
----,
No.-----, Pak
Nagar,
Akram Road,
Lahore
3
EF
62584-
KL
Pakistani
Advocate
Street-----,
1548795-3
No.
-----,
Queens
Road,
Karachi.
Total number of shares taken
_________
Dated the 25th day of March 2009
Witness to above signatures.
______________
Signatures
Full Name, _________
NIC Number,_________
Father’s/Husband’s Name ________
Full Address_______________
Occupation____________________